KPT Industries Ltd Directors Report

To, The Members,

Your Directors have pleasure in presenting the 50^th Annual Report together with the Audited Accounts of the Company for the year ended 31^st March, 2026.

1. FINANCIAL RESULTS:

		Rs. In Lakhs
	2026	2025
Net Turnover	17,377.26	16,605.12
Power Tools	11,442.02	11,520.65
Blowers	4,246.04	3,624.01
E-Vehicles	1,637.84	1,408.64
Windmills	51.36	51.82
Profit Before Interest, Depreciation, Tax	2,277.49	2,707.79
Less: Interest	344.15	461.84
Less: Depreciation	321.67	357.65
Profit Before Tax	1,611.67	1,888.30
Less : Provision for Taxation, including Deferred Tax	404.88	495.61
Profit After Tax	1,206.79	1,392.69
Less : Other Comprehensive Income	(18.85)	(4.68)
Net Profit for the current year	1,187.94	1,388.01
Add : Amount brought forward from last year	4,440.91	3,137.90
Profit available for Appropriation	5,628.85	4,525.91
Transfer to General Reserve
Dividend on Equity Shares paid for the FY 2024-25 & 23-24	102.00	85.00
Balance Carried Forward to Balance Sheet	5,526.85	4,440.91
Proposed Dividend for FY 25-26	102.00	--

2. OPERATIONS AND FUTURE PROSPECTS:

The financial year under review impulses us to remind everyone about the impending threats posed by the war situation in the Middle

East which has disturbed the global economies. The current global economic landscape presents unprecedented challenges that have, in one way or another, impacted every industry and organization worldwide.

Over the past year, we have faced severe macroeconomic headwinds, driven primarily by intense exchange rate volatility and critical supply constraints in essential commodities like crude oil and edible oil. Collectively, these factors have fueled persistent inflationary pressures globally, driving up operational costs and squeezing margins. India is no exception. Inflation on all counts has touched the sky.

While our team is working tirelessly to navigate these turbulent waters and maintain operational resilience, we must remain realistic about the immediate future. Given these ongoing systemic pressures, the outlook for the Financial Year 2026/27 warrants caution, and it would be imprudent to expect an entirely rosy picture. We remain committed to mitigate these risks through strategic cost management and agile decision-making, and we deeply appreciate your continued trust and patience as we steer the company through this demanding cycle.

3. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board comprises of 8 (Eight) Directors out of which 5 (Five) are Independent Directors, 1 (One) Executive Director, 1 (One) Non Executive Director, 1 (One) Non-Executive Woman Director.

Sr. No.	Name	Designation
1	Mrs. Prabha Kulkarni	Women Director - Chairperson w.e.f.12th February, 2026
2	Mr. Dilip Kulkarni	Managing Director
3	Dr. Ketan Pai	Non-Executive Director
4	Dr. Shishir Gosavi	Independent Director
5	Mr. Sanjay Buch	Independent Director
6	Mr. Niraj Shirgaokar	Independent Director
7	Ms. Rama Kirloskar	Independent Director
8	Mr. Arjun Gadre	Independent Director w.e.f.23rd May,2025
9	Mr. Suhas Kharote	Chief Financial Officer
10	Ms. Aishwarya Toraskar	Company Secretary
11	Mr. Mayur Mandlekar	Chief Executive Officer (CEO) w.e.f. 12 th February, 2026

? Pursuant to provisions of Section 203 of the Companies Act, 2013, Mr. Dilip Kulkarni, Managing Director, Ms. Aishwarya

Toraskar, Company Secretary, Mr.Suhas Kharote Chief Financial Officer (CFO) and Mr. Mayur Mandlekar Chief Executive Officer (CEO) are the Key Managerial Personnel of the Company. ? Mr. Mayur Mandlekar has been appointed as the Chief Executive Officer (CEO) of the Company w.e.f.12 ^th February, 2026. Declarations of Independence from Independent Directors

Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI

(Listing Obligation and Disclosure Requirements) Regulations, 2015.

The Board noted the dedication of Independent Directors to the Board, with regards to their integrity, expertise and experience including their proficiency.

Directors Retiring by Rotation

Mr. Dilip Kulkarni, Director (DIN: 00184727), retires by rotation as per the provisions of Companies Act, 2013, and is eligible to be reappointed as a Director of the Company in the forthcoming Annual General Meeting. The Board recommends his appointment.

Mrs. Prabha Kulkarni, Director (DIN: 00053598), retires by rotation as per the provisions of Companies Act, 2013, and is eligible to be reappointed as a Director of the Company in the forthcoming Annual General Meeting. The Board recommends her appointment.

4. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanation provided to them, your Directors, pursuant to Section 134(5) of the Companies Act, 2013, state that - a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial and of the profit of the Company for that period; c) The Directors have taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The Directors have prepared the annual accounts on a going concern basis; e) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively; f) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

5. AUDITORS: ? M/s. P.G. Bhagwat LLP Chartered Accountants Pune, Statutory Auditors of the Company. ? M/s. V Sreedharan & Associates Company Secretaries Bengaluru, Secretarial Auditors of the Company. ? M/s. A. S. Havaldar & Associates Chartered Accountants Pune, Internal Auditor of the Company. ? M/s. R C K & Co. Cost & Works Accountants Pune, Cost Accountants of the Company.

6. MEETINGS:

During the year Four (4) Board Meetings, Four (4) Audit Committee Meetings, Two (2) Nomination and Remuneration Committee Meetings, Two (2) Corporate Social Responsibility Meetings and One (1) Stakeholder Relationship Committee Meeting were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.The dates and related information is given in Corporate Governance Report, annexed to this Report at ANNEXURE-IV.

7. ANNUAL EVALUATION OF PERFORMANCE OF BOARD AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

During the year under review, the Board has initiated formal evaluation process for its own performance and of its own committees and individual directors, pursuant to Section 134 (3) (p) of the Companies Act, 2013 and Rule 8 (4) of the Companies (Accounts) Rules, 2014. Details of the evaluation mechanism are provided in the Corporate Governance Report. A meeting of Independent Directors was held on 12^th February, 2026 for evaluation of Board performance.

8. NOMINATION AND REMUNERATION POLICY:

The Company has framed Nomination and Remuneration Committee to decide appointment and remuneration of Directors, Independent Directors and Key Management Personnel.

Salient features of the Nomination and Remuneration Policy are as follows: a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required. b) Remuneration is linked to performance. c) Ensuring that remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals. d) The criteria for determining qualifications, positive attributes and independence of a Director.

The Nomination and Remuneration Policy of the Company is available on www.kpt.co.in pursuant to provisions of Section 178(4) of the Companies Act, 2013.

9. STATUTORY AUDIT REPORT:

With respect to Statutory Auditors Report 2025-26, there are no qualifications, adverse remarks or disclaimers made by the statutory auditors on the financial statements of the company. The Company continues to have robust internal control system in place.

10. SECRETARIAL AUDIT REPORT:

With respect to Secretarial Auditors Report 2025-26, there are no qualifications, adverse remarks or disclaimers made by the secretarial auditors on the secretarial records of the company, however there is a minor observation, which is self-explanatory. The Company continues to have robust internal control system in place.

Secretarial Audit Report in form MR-3 as per Section 204 (1) of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached herewith as ANNEXURE-I, to this report. Secretarial Compliance Report as per Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the financial year ended on 31 ^st March, 2026, is attached herewith as ANNEXURE-II, to this report.

11. DIVIDEND:

As a gesture to acknowledge the strength of the Company, your Directors are pleased to recommend a payment of dividend at the rate of 60% i.e. Rs. 3.00 per share of Rs. 5.00 each, for the year ended on 31^st March, 2026.

12. CHANGE IN NATURE OF BUSINESS:

During the year under review, there were no changes in nature of business of the Company.

13. TRANSFER TO RESERVES:

During the year under review, the Company has not transferred any amount to its reserves.

14. SHARE CAPITAL:

The paid-up Equity Share Capital of the Company as on 31^st March, 2026 was Rs. 170 Lakhs comprising of 34,00,000 equity shares of Rs. 5/- each. The Company does not have any shares with differential voting rights or sweat equity.

15. REDEMPTION OF EQUITY SHARES /DEBENTURES:

During the year under review, there was no redemption of equity shares / debentures.

16. ISSUE OF EMPLOYEE STOCK OPTION:

During the year under review, there was no issue of Employee Stock Options, to its employees.

17. CHANGES IN CAPITAL OF THE COMPANY:

There are no changes in the capital of the Company.

18. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

Not Applicable.

19. DEPOSITS:

The Company has not accepted deposits during the financial year.

20. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company is available on www.kpt.co.in pursuant to provisions of Sections 92(3) and 134(3) of the Companies Act, 2013.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, the Company has not advanced any loans/ given guarantees / provided securities or made any investments.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Related party transactions that were entered during the financial year,wereonanarmslength basis and were in ordinary course of business. There were no materially significant related party transactions with the Companys Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as ANNEXURE-III to this Report.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A) CONSERVATION OF ENERGY

This industry does not fall under Schedule prescribed under Rule (2). Efforts are made to keep the consumption of Power and Fuel to a minimum level. KPT Industries Ltd., also generates clean power by use of wind power.

B) TECHNOLOGY ABSORPTION

I) Specific areas in which R&D carried out:

? ? ?- Enhancing life of electric motors,

? ?- Reducing maintenance cost of products,

? ? ?- Development of new products / designs / procedures / methods / materials / machines / tools in existing products / processes in related manufacturing areas, ? ? ?- Improving the electrical characteristics of the motors.

II) Benefits derived as a result of above R&D:

- Improved performance/longer service life of product,

- Complete safety,

- Cost reduction,

- Enhancement of quality and service to the customers.

III) Future plan of action:

Company plans to continue development activities on the above lines,

IV) Expenditure on R&D:

Expenditure of revenue nature incurred on R&D is charged under the respective heads, Capital expenditure on acquisition of assets for R&D, if any, is depreciated as Plant & Machinery.

TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION

The Company has not imported any technology during the last fifteen years. There is a continuous flow of information between the Company and the key suppliers from abroad. The Companys key managers also visit various markets and are exposed to latest products and technologies. Interaction with Suppliers of key components, on a regular basis, keeps the Company abreast with the latest development in product technology, manufacturing process and methods, quality assurance, marketing and management systems. We have, over the years, built requisite infrastructure and technically competent manpower to translate and adopt the latest technical know-how into improved products for our customers.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO

Earnings :		1336.20 lakhs
Outgo :	a) Material	7146.36 lakhs
	b) Others	12.25 lakhs
	Total	7158.61 lakhs

24. THREATS & CONCERNS:

The leading brands always come up with new products. We keep on studying this and commensurate actions are taken.

25. SAFETY, HEALTH & ENVIRONMENT:

Our Company continues to pursue its environmental friendly approach towardsIndustrialgrowth.Companytakessignificantmeasures, commensurate with the size of the Company, to ensure safety of the plant and workers, good health of the employees and sustainable environment.

26. TECHNICAL INNOVATION:

No significant products development, other than improving old ones, was made during the year.

27. CORPORATE GOVERNANACE CERTIFICATE:

Our Company has been following good Corporate Governance since its inception. The shares of our Company are listed on BSE Ltd., (Bombay Stock Exchange). We are regularly and timely complying with the requirements as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has paid the Annual Listing Fees for the Financial Year 2025-26. As required by the SEBI Guidelines, a Corporate Governance Report is annexed as ANNEXURE-IV.

28. VIGIL MECHANISM:

The Company has established a Vigil Mechanism for Directors and employees to report their genuine concerns and to provide adequate safeguards against victimization of persons who use such mechanism. Company has maintained Vigil Mechanism/Whistle

Blower Policy and the same is also placed on our website www.kpt.co.in.

29. RISK MANAGEMENT POLICY:

The Board of Directors of Company is continuously monitoring various risk attached to business. On regular basis, Board and Senior Managers identify the risk elements. Board and Senior Managers, on the basis of past experience, ensure management of risk and take necessary steps to mitigate the risks.

In the opinion of the Board there are no risk elements which may threaten the existence of the Company, except general market risks, risk due to effect of changes in government policies, competition risks and risk due to natural calamities.

30. SUBSIDIARY COMPANIES, JOINT VENTURE OR ASSOCIATE COMPANIES:

Company does not have any Joint Venture, Subsidiary or Associate Companies. Therefore, submission of consolidated financial statements does not arise.

31. IMPACT OF ANY REGULATION OR COURT ORDERS:

There are no material orders passed by the Regulation or Courts impacting on the Companys business.

32. STATEMENT OF COMPLIANCE OF PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees

(permanent, contractual, temporary, trainees) are covered under this policy. The details of the Complaints during the financial year 2025 -26 are enumerated below:

Sl No Particulars	Number of Complaints
1. Number of Sexual Harassment Complaints received	NIL
2. Number of Sexual Harassment Complaints disposed off	NIL
3. Number of Sexual Harassment Complaints pending beyond 90 days.	NIL

33. EMPLOYEES REMUNERATION:

Details of the remuneration as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as ANNEXURE-V to this Report.

34. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size, scale and complexity of its operations. The scope of the Internal Audit is decided by the Audit Committee and the Board. To maintain its objectivity and independence, the Board has appointed an Internal Auditor, which reports to the Audit Committee of the Board on a periodic basis.

The Internal Auditor monitors and evaluates the efficacy and adequacy of Internal control Systems in the Company, its compliance with operating systems, accounting procedures and policies for various functions of the Company. Based on the report of Internal Auditor, management undertakes corrective action wherever required and thereby strengthens the control further.

The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

35. MAINTENANCE OF COST RECORDS:

Maintenance of cost records is required by the Company under section 148(1) of the Companies Act, 2013 and accordingly such accounts and records are made and maintained.

36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 (2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, detailed Management discussion & Analysis Report, is attached as ANNEXURE-VI to this Report.

37. CORPORATE SOCIAL RESPONSIBILITY:

The Company is required to spend at least 2% of its average net profits for the immediate past 3 financial years.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company year 2025-2026 in the format prescribed in the Companies (CSR Policy) Rules, 2014 is attached onCSRactivitiesduringthefinancial as ANNEXURE-VII to this Report.

38. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year: Not Applicable.

39. The details of difference between amounts of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof: Not Applicable.

40. FRAUD REPORTING {Section 134(3) (Companies Act, 2013)}:

There was no fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

41. COMPLIANCE OF SECRETARIAL STANDARDS:

Your Company has complied with the applicable Secretarial Standards during the FY 2025-26.

42. INVESTOR EDUCATION AND PROTECTION FUND:

The Company has transferred the unclaimed dividends declared up to the financial year 2015 to the Investor Education and Protection

Fund of the Central Government.

43. Designated Person U/s 89 of the Companies Act, 2013 "Declaration in Respect of Beneficial Interest in any

Share":

The Company Secretary is appointed as "Designated Person" U/s 89 of the Companies Act, 2013, and pursuant to Notification dated 27^th October, 2023 amending the Companies (Management and Administration) Rules, 2014 for furnishing, and extending cooperation for providing, information to the Registrar or any other authorized officer with respect to beneficial interest in shares of the company.

44. ACKNOWLEDGEMENTS:

The Board of Directors would like to thank their customers, vendors, dealers and business associates for their continued support during the year.

As other mandatory disclosures under the provisions of applicable statutes are not applicable to your Company, the same has been not disclosed in the report.

The Board of Directors sincerely appreciates and thanks its esteemed Shareholders for their continued support and confidence reposed in the Company.

Your Directors also wish to place on record their appreciation of the contribution made by employees at all levels, during the year.

We remain indebted to our Founder-Chairmans wisdom as we move into a new chapter.